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		FIRM / AFFILIATE OFFICES
September 14, 2021   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010		Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan		Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Ladies and Gentlemen:

On behalf of Brilliant Earth Group, Inc. (the “Company”), we are providing this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated September 3, 2021 with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). This letter is being submitted together with an amendment to the Registration Statement (“Amendment No. 1”), which has been revised to reflect the Company’s responses to the Staff’s comments and certain other updates. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. For the Staff’s convenience, we are also sending, by electronic mail, a copy of this letter and a marked copy of Amendment No. 1 that reflect changes made to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

Non-GAAP Financial Measures, page 110

September 14, 2021

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Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages ii, 29 and 113-115.

Executive Compensation Arrangements, page 158

Response: The Company respectfully acknowledges the Staff’s comment and has filed as exhibits to Amendment No. 1 the current arrangements with the Company’s executive officers.

The Transactions, page 167

Response: The Company respectfully acknowledges the Staff’s comment and notes that the Company is purchasing LLC Interests from each of the Continuing Equity Owners on a pro rata basis. Additionally, the Company notes that the beneficial ownership of the Company’s executive officers, directors and each person that beneficially owns more than 5% of its Class A common stock, Class B common stock and Class C common stock, both prior to and after the offering after giving effect to the reorganization transactions, is included under “Principal Stockholders.” The Company has revised its disclosure on pages 13, 22, 83, 87, 96, 102 and 171 to further clarify the disclosure.

Brilliant Earth LLC

Note 9. Subsequent Events, page F-48

Response: The Company respectfully acknowledges the Staff’s comment and notes that while the complaint outlines the statutory damages amount for each violation, at this time the current number of alleged violations is unknown. Additionally, the complaint does not specify amounts for injunctive relief or attorney’s fees and costs sought by the plaintiff. As a result, at this time any liability for the alleged claims is not currently probable or reasonably estimable. The Company believes that it has meritorious defenses to the claims and intends to vigorously defend itself against this lawsuit. The Company has revised the disclosure on pages 150 and F-48 accordingly.

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September 14, 2021

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3060 with any questions or comments regarding this correspondence.